NexGel (NASDAQ: NXGL) warned by Nasdaq over sub-$1 share price and delisting risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NexGel, Inc. received a notice from Nasdaq that its common stock has failed to meet the $1.00 minimum bid price requirement for the last 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.

The company has 180 calendar days, until October 19, 2026, to regain compliance by having its stock close at or above $1.00 for at least 10 consecutive business days. If it still qualifies under other Nasdaq standards, it may receive an additional 180-day period.

The company states it will monitor its share price and may consider options such as a reverse stock split to address the deficiency, although there is no assurance it will regain compliance or satisfy other Nasdaq listing rules.

Positive

None.

Negative

Nasdaq minimum bid-price deficiency and delisting risk: NexGel’s stock has traded below the $1.00 minimum bid for 30 consecutive business days, triggering a Nasdaq deficiency notice and a 180-day cure window, with potential delisting if compliance is not regained.

Insights

Nasdaq bid-price deficiency introduces delisting risk if NexGel cannot lift its share price.

NexGel has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive trading days below that level. This triggers a formal 180-day cure period ending on October 19, 2026, during which the stock must close at or above $1.00 for 10 straight business days.

If the company meets all other initial listing standards, it could obtain a second 180-day window, but otherwise faces potential delisting from the Nasdaq Capital Market. The company mentions possible actions, including a reverse stock split, yet explicitly notes there is no assurance it will regain compliance with the bid-price or other Nasdaq rules.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Minimum bid-price threshold: $1.00 per share Non-compliance period: 30 consecutive business days Initial cure period: 180 calendar days +3 more

6 metrics

Minimum bid-price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement for continued listing

Non-compliance period 30 consecutive business days Closing bid below $1.00 triggering Nasdaq deficiency notice

Initial cure period 180 calendar days Compliance window ending October 19, 2026

Compliance confirmation condition 10 consecutive business days Bid at or above $1.00 needed to regain compliance

Potential second cure period Additional 180 days Available if other initial Nasdaq listing standards are met

Key compliance deadline October 19, 2026 End of initial 180-day minimum bid-price cure period

Key Terms

Minimum Bid Price Requirement, Nasdaq Listing Rule 5550(a)(2), Nasdaq Listing Rule 5810(c)(3)(A), reverse stock split, +1 more

5 terms

Minimum Bid Price Requirement financial

"below the minimum $1.00 per share required for continued listing ... (the “Minimum Bid Price Requirement”)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5550(a)(2) regulatory

"required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days"

reverse stock split financial

"by effecting a reverse stock split if necessary"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Emerging growth company regulatory

"Emerging growth company Item 3.01."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/24/2026 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

NEXGEL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41173

26-4042544

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

2150 Cabot Boulevard West, Suite B

Langhorne, Pennsylvania

19047

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 702-8550

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	NXGL	The Nasdaq Capital Market LLC
Warrants to Purchase Common Stock	NXGLW	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 22, 2026, NexGel, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “NXGL” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until October 19, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before October 19, 2026, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by October 19, 2026, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 24, 2026

	NEXGEL, INC.

	By:	/s/ Adam Levy
		Adam Levy
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq issue did NexGel (NXGL) disclose in this 8-K?

NexGel disclosed it is out of compliance with Nasdaq’s $1.00 minimum bid-price rule. Its stock traded below $1.00 for 30 consecutive business days, prompting a Nasdaq deficiency letter and starting a formal 180-day period to regain compliance or face potential delisting.

How long does NexGel (NXGL) have to regain Nasdaq bid-price compliance?

NexGel has 180 calendar days, until October 19, 2026, to regain compliance. The stock must close at $1.00 or more for at least 10 consecutive business days within this window for Nasdaq to confirm that the minimum bid-price requirement has been satisfied.

Can NexGel (NXGL) receive more time beyond October 19, 2026 to fix its bid price?

NexGel may receive a second 180-day compliance period under certain conditions. It must meet market value and all other initial Nasdaq Capital Market listing standards, except the bid-price rule, and inform Nasdaq of its intent to cure the deficiency during that additional period.

What happens if NexGel (NXGL) does not regain Nasdaq compliance by the deadlines?

If NexGel fails to regain compliance, its common stock becomes subject to delisting from Nasdaq. Should Nasdaq determine to delist the shares, NexGel would have the right to appeal the delisting decision to a hearings panel under Nasdaq’s rules.

What steps might NexGel (NXGL) take to address the Nasdaq bid-price deficiency?

NexGel says it will monitor its closing bid price and may consider available options. These options include potentially initiating a reverse stock split to increase the per-share price, though the company cautions there is no assurance it will successfully regain Nasdaq compliance.

Does the Nasdaq deficiency letter immediately affect NexGel’s (NXGL) trading status?

The Nasdaq deficiency letter has no immediate effect on NexGel’s listing. Its common stock continues to trade on the Nasdaq Capital Market under the symbol “NXGL” while the company works within the allowed compliance periods to resolve the minimum bid-price issue.

Filing Exhibits & Attachments

4 documents